Common use of Compliance with Private Authorizations Clause in Contracts

Compliance with Private Authorizations. Section 3.6 of the BEA Disclosure Schedule sets forth a true, accurate and complete list and description of each Private Authorization which individually is material to the BEA Assets or the BEA Business. BEA has obtained all Private Authorizations which are necessary for the ownership or operation of the BEA Assets or the conduct of the BEA Business which, if not obtained and maintained, could, individually or in the aggregate, materially adversely affect BEA; provided, however, that the representations and warranties set forth in this Section are not intended to apply to (a) any of the consents required in order to assign the BEA Assets to ATS pursuant to the provisions of this Agreement, and (b) the failure of BEA to obtain any or all of the consents required in order to assign the BEA Assets to ATS pursuant to the provisions of this Agreement. All of such Private Authorizations are valid and in good standing and are in full force and effect. BEA is not in breach or violation of, or in default in the performance, observance or fulfillment of, any such Private Authorization, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under any such Private Authorization, except for such defaults, breaches or violations as do not and will not have in the aggregate any material adverse effect on BEA; provided, however, that the foregoing representation and warranty is not intended to apply to the failure of BEA to obtain all consents required in order to assign the BEA Assets to ATS pursuant to the provisions of this Agreement. No such Private Authorization is the subject of any pending or, to BEA's knowledge, threatened attack, revocation or termination.

Compliance with Private Authorizations. Section 3.6 of the BEA DBC Disclosure Schedule sets forth a true, accurate and complete list and description of each Private Authorization which individually is material to the BEA DBC Assets or the BEA DBC Business. BEA DBC has obtained all Private Authorizations which are necessary for the ownership or operation of the BEA DBC Assets or the conduct of the BEA DBC Business which, if not obtained and maintained, could, individually or in the aggregate, materially adversely affect BEADBC; provided, however, that the representations and warranties set forth in this Section are not intended to apply to (a) any of the consents required in order to assign the BEA DBC Assets to ATS pursuant to the provisions of this Agreement, and (b) the failure of BEA DBC to obtain any or all of the consents required in order to assign the BEA DBC Assets to ATS pursuant to the provisions of this Agreement. All of such Private Authorizations are valid and in good standing and are in full force and effect. BEA DBC is not in breach or violation of, or in default in the performance, observance or fulfillment of, any such Private Authorization, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under any such Private Authorization, except for such defaults, breaches or violations as do not and will not have in the aggregate any material adverse effect on BEADBC; provided, however, that the foregoing representation and warranty is not intended to apply to the failure of BEA DBC to obtain all consents required in order to assign the BEA DBC Assets to ATS pursuant to the provisions of this Agreement. No such Private Authorization is the subject of any pending or, to BEADBC's knowledge, threatened attack, revocation or termination.